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Chapter II - Purchase and sale of goods

* This translated version is originated from Ministry of Justice and for reference only.

Section 1. GENERAL PROVISIONS ON ACTIVITIES OF PURCHASE AND SALE OF GOODS

Article 24.- Form of contracts for purchase and sale of goods

1. Contracts for sale and purchase of goods may be expressed in verbal or written form or established by specific acts.

2. For types of contracts for purchase and sale of goods, which, as provided for by law, must be made in writing, such provisions must be complied with.

Article 25.- Goods banned from business, goods subject to business restrictions and goods subject to conditional business

1. On the basis of socio-economic conditions of each period and international treaties to which the Socialist Republic of Vietnam is a contracting party, the Government shall specify the lists of goods banned from business, goods subject to business restrictions, and goods subject to conditional business and the conditions for trading in such goods.

2. For goods subject to business restrictions and goods subject to conditional business, the purchase and sale thereof shall be effected only when goods and the goods purchasing and selling parties fully meet the conditions provided for by law.

Article 26.- Application of urgent measures with respect to domestically circulated goods

1. Goods legally and domestically circulated may be subject to the application of one or all of such measures as compulsory withdrawal from circulation, circulation ban, circulation suspension, conditional circulation, or compulsory circulation permission in the following cases:

a/ Where such goods constitute sources or transmitters of various epidemics and diseases;

b/ Where an emergency circumstance occurs.

2. Specific conditions, order, procedures and competence for announcing the application of urgent measures to domestically circulated goods shall comply with the provisions of law.

Article 27.- International purchase and sale of goods

1. International purchase and sale of goods shall be conducted in form of export, import, temporary import for re-export, temporary export for re-import and transfer through border-gates.

2. International purchase and sale of goods shall be conducted on the basis of written contracts or other forms of equal legal validity.

Article 28.- Export and import of goods

1. Export of goods means the bringing of goods out of the territory of the Socialist Republic of Vietnam or into special zones in the Vietnamese territory, which are regarded as exclusive customs zones according to the provisions of law.

2. Import of goods means the bringing of goods into the territory of the Socialist Republic of Vietnam from foreign countries or special zones in the Vietnamese territory, which are regarded as exclusive customs zones according to the provisions of law.

3. On the basis of socio-economic conditions in each period and treaties to which the Socialist Republic of Vietnam is a contracting party, the Government shall specify the lists of goods banned from import and/or export, goods to be imported or exported under permits of competent state management agencies, and the procedures for granting permits.

Article 29.- Temporary import for re-export and temporary export for re-import of goods

1. Temporary import of goods for re-export means the bringing of goods into Vietnam from foreign countries or special zones locating in the Vietnamese territory, which are regarded as exclusive customs zones according to the provisions of law, with the completion of the procedures for importing such goods into Vietnam, then procedures for exporting the same goods out of Vietnam.

2. Temporary export of goods for re-import means the bringing of goods overseas or into special zones in the Vietnamese territory which are regarded as exclusive customs zones according to the provisions of law, with the completion of procedures for exporting such goods out of Vietnam, then procedures for importing the same goods back into Vietnam.

3. The Government shall specify activities of temporaryimport for re-export and temporary export for re-import of goods.

Article 30.- Transfer of goods through border-gates

1. Transfer of goods through border-gates means the purchase of goods from a country or territory for sale to another country or territory outside the Vietnamese territory without carrying out the procedures for importing such goods into Vietnam and the procedures for exporting such goods out of Vietnam.

2. Transfer of goods through border-gates shall be conducted in the following forms:

a/ Goods are transported directly from the exporting country to the importing country without going through Vietnamese border-gates;

b/ Goods are transported from the exporting country to the importing country through Vietnamese border-gates without carrying out the procedures for importing them into Vietnam and the procedures for exporting them out of Vietnam;

c/ Goods are transported from the exporting country to the importing country through Vietnamese border-gates and brought into bonded warehouses or areas for transshipment of goods at Vietnamese ports without carrying out the procedures for importing them into Vietnam and the procedures for exporting them out of Vietnam.

3. The Government shall provide for in detail activities of transfer of goods through border-gates.

Article 31.- Application of urgent measures to activities of international purchase and sale of goods

Where it is necessary to protect the national security or other national interests in compliance with Vietnamese law and treaties to which the Socialist Republic of Vietnam is a contracting party, the Prime Minister shall decide on the application of urgent measures to activities of international purchase and sale of goods.

Article 32.- Labels for domestically circulated, exported and imported goods

1. Goods labels mean writings, prints, drawings or photos of texts, pictures or images, which are stuck, printed, affixed, molded, carved or engraved directly on goods or their commercial packing or other materials which are attached to the goods or their packing.

2. All goods that are domestically circulated, imported and exported must have their labels, except for some cases specified by law.

3. Contents which must be inscribed in goods labels and the labeling of goods shall comply with regulations of the Government.

Article 33.- Certificates of origin of goods and rules of origin of goods

1. Export goods and import goods must have certificates of origin in the following cases:

a/ Goods are eligible for tax or other preferences;

b/ It is so provided for by Vietnamese laws or treaties to which the Socialist Republic of Vietnam is a contracting party.

2. The Government shall provide in detail for the rules of origin for exports and imports.

Section 2. RIGHTS AND OBLIGATIONS OF PARTIES TO CONTRACTS FOR PURCHASE AND SALE OF GOODS

Article 34.- Delivery of goods and goods-related documents

1. The seller must deliver goods and relevant documents, as agreed in contracts on quantity, quality, packing and preservation modes and other contractual terms.

2. In cases where there is no specific agreement, the seller is obliged to deliver goods and relevant documents according to the provisions of this Law.

Article 35.- Place of delivery of goods

1. The seller is obliged to deliver goods at the agreed place.

2. In cases where there is no agreement on place of goods delivery, such a place shall be specified as follows:

a/ In cases where goods are things attached to land, the seller must deliver goods at the place where such goods exist;

b/ In cases where the contract contains a provision on goods transportation, the seller is obliged to deliver goods to the first carrier;

c/ In cases where the contract contains no provision on goods transportation, and at the time the contract is entered into, the parties know the location of the goods storage, the place of goods loading or the place of goods manufacture, the seller shall have to deliver the goods at such place;

d/ In other cases, the seller shall have to deliver goods at his/her place of business, or his/her place of residence identified at the time the purchase and sale contract is entered into in cases he/she has no place of business.

Article 36.- Responsibilities upon delivery of goods where carriers are involved

1. Where goods are handed over to the carrier without being identified with specific signs or marks on them, accompanied with transportation documents or otherwise, the seller must notify the purchaser of the handover of goods to the carrier and clearly identify names and method of recognizing transported goods.

2. Where the seller is obliged to arrange the goods transportation, the seller shall have to enter into necessary contracts for the transportation of goods to the destination by means of transportation suitable to specific circumstances and under normal conditions for such modes of transportation.

3. Where the seller is not obliged to purchase insurance for the goods in the course of transportation and if requested by the purchaser, the seller must supply to the purchaser all necessary information on the goods and the transportation thereof to enable the purchaser to purchase insurance for the goods.

Article 37.- Time limit for delivery of goods

1. The seller must deliver goods at the time already agreed upon in the contract;

2. Where only the time limit for delivery of goods is agreed upon without a specific time for delivery of goods, the seller may deliver goods at any time within such time limit and must notify the purchaser of the delivery in advance;

3. Where there is no agreement on the time limit for delivery of goods, the seller must deliver goods within a reasonable time limit after the contract is entered into.

Article 38.- Delivery of goods before the agreed time

Where the seller delivers goods earlier than the agreed time, the purchaser may receive or reject the goods, unless otherwise agreed upon by the parties.

Article 39.- Goods which are not appropriate to contracts

1. Where it is not specified in the contract, goods shall be considered not appropriate to the contract when they fall into one of the following cases:

a/ They are not suitable to common use purposes of goods of the same type;

b/ They are not suitable to any specific purpose that has been notified by the purchaser to the seller or the seller should have known at the time the contract is entered into;

c/ Their quality is not the same as the quality of the samples previously handed over by the seller to the purchaser;

d/ They are not preserved or packaged by a method common to such goods, or not preserved by proper preserving methods in cases where no common preserving method is available.

2. The purchaser may reject the goods if such goods are not appropriate to the contract according to the provisions of Clause 1 of this Article.

Article 40.- Liability for goods which are not appropriate to contracts

Unless otherwise agreed upon by the parties, the liability for goods which are not appropriate to contracts is provided for as follows:

1. The seller shall not be liable for any defect of the goods if the purchaser, at the time the contract is entered into, knew or should have known such defect;

2. Except for the case specified in Clause 1 of this Article, within the time limit for lodging complaint provided for in this Law, the seller shall be liable for any defect of the goods which already exists before the time of passing the risk to the purchaser despite the fact that such defect may be discovered after passing the risks.

3. The seller shall be liable for defects of goods occurring after the pass of risks if such defects are attributable to contract breaches by the seller.

Article 41.- Remedies in case of delivery of goods in insufficient quantity or delivery of goods not appropriate to contracts

1. Unless otherwise agreed, and where the contract only provides for a time limit for delivery of goods and does not determine a specific time for delivery of goods, and the seller delivers goods before the expiration of such time limit but in insufficient quantity or goods not appropriate tothe contract, the seller may still deliver the deficit quantity of goods or provide substitute goods which are appropriate to the contract or remedy the inappropriateness of the goods within the remaining duration.

2. Where the seller, when applying the remedies provided for in Clause 1 of this Article, causes disadvantages or unreasonable costs to the purchaser, the purchaser shall have the right to request the seller to deal with such disadvantages or bear such costs.

Article 42.- Delivery of goods-related documents

1. Where there is an agreement on the delivery of documents, the seller is obliged to deliver all goods-related documents to the purchaser within the time limit, at the place and by mode already agreed.

2. Where there is no agreement on the time limit and place for delivery of goods-related documents to the purchaser, the seller must deliver such documents to the purchaser within a reasonable time limit and at a convenient place so that the purchaser can receive the goods.

3. Where the seller has delivered goods-related documents before the agreed time, the seller can still rectify errors of such documents within the remaining duration of the time limit.

4. When the seller, when rectifying errors mentioned in Clause 3 of this Article, causes disadvantages or unreasonable costs to the purchaser, the purchaser shall have the right to request the seller to deal with such disadvantages or bear such costs.

Article 43.- Delivery of goods in excessive quantity

1. Where the seller delivers goods in excessive quantity, the purchaser may reject or accept such excessive quantity of goods.

2. Where the purchaser accepts the excessive quantity of goods, the purchaser must pay for that quantity at the price agreed in the contract unless otherwise agreed upon by the parties.

Article 44.- Pre-delivery examination of goods

1. Where it is agreed by the parties that the purchaser or the purchaser's representative shall examine the goods before the delivery, the seller must ensure that the purchaser or the purchaser's representative shall be given conditions for conducting such examination.

2. Except where it is otherwise agreed, the purchaser or the purchaser's representative in the cases mentioned in Clause 1 of this Article must examine the goods within the shortest period of time allowed by practical circumstances. Where the contract provides for the transportation of goods, the examination of goods may be postponed until the goods are transported to the destination.

3. Where the purchaser or the purchaser's representative does not conduct the examination of goods before the delivery of goods as agreed, the seller may deliver the goods according to the contract.

4. The seller shall not be liable for defects of goods which the purchaser or the purchaser's representative has known or should have known but failed to notify them to the seller within a reasonable time limit after the examination of goods.

5. The seller shall be liable for defects of goods already examined by the purchaser or the purchaser's representative if the defects of the goods cannot be detected in the course of examination through common measures and the seller knew or should have known such defects but failed to notify them to the purchaser.

Article 45.- Obligation to assure the ownership right over goods

The seller must assure that:

1. The ownership right of the purchaser over goods sold is not disputed by any third party;

2. The goods are lawful;

3. The handover of the goods is lawful.

Article 46.- Obligation to assure intellectual property rights over goods

1. The seller must not sell goods infringing upon intellectual property rights. The seller shall be held responsible for any dispute related intellectual property rights over goods sold.

2. Where the purchaser requests the seller to observe technical drawings, designs, formulas or specifications furnished by the purchaser, the purchaser shall be liable for complaints related to infringements of intellectual property rights which arise from the fact that the seller has complied with the request of the purchaser.

Article 47.- Notification requirements

1. The seller shall lose the right to invoke the provisions of Clause 2, Article 46 of this Law when failing to promptly notify the purchaser of a third party's complaint about the delivered goods after the seller knew or should have known such complaint, except for cases where the purchaser knew or should have known a third party's complaint.

2. The purchaser shall lose the right to invoke the provisions of Article 45 and Clause 1, Article 46 of this Law when failing to promptly notify the seller of a third party's complaint about the delivered goods after the purchaser knew or should have known such complaint, except for cases where the purchaser knew or should have known a third party's complaint.

Article 48.- Obligation of the seller in cases where goods are subject to measures of security for performance of civil obligations

Where the goods sold are subject to measures of security for performance of civil obligations, the sellermust notify the purchaser of such security measures and must obtain the consent of the security beneficiary regarding the sale of such goods.

Article 49.- Obligation to provide warranty for goods

1. Where goods are purchased and sold under warranty, the seller shall have to provide warranty for such goods according to the agreed contents and duration.

2. The seller must fulfill the warranty obligation as soon as the practical situation permits.

3. The seller must bear all warranty expenses unless otherwise agreed.

Article 50.- Payment

1. The purchaser is obliged to pay for goods and receive goods as agreed upon.

2. The purchaser must comply with the payment modes and make the payment according to the agreed order and procedures and the provisions of law.

3. The purchaser shall still have to pay for goods in cases where goods are lost or damaged after the time the risk is passed from the seller to the purchaser, except for cases where the loss or damage is caused due to the fault of the seller.

Article 51.- Suspension of payment for goods

Unless otherwise agreed, the suspension of payment for goods is provided for as follows:

1. The purchaser that has proofs of deceit of the seller shall have the right to suspend the payment.

2. The purchaser that has proofs that the goods are subject to a dispute shall have the right to suspend the payment until the said dispute is settled.

3. The purchaser that has proofs that the seller has delivered goods which do not conform with the contract shall have the right to suspend the payment until the seller remedy such inconformity.

4. If the proofs produced by the purchaser for the cases of payment suspension mentioned in Clauses 2 and 3 of this Article are unfounded, thus causing damage to the seller, the purchaser must pay compensations for such damage and be subject to other penalties provided for in this Law.

Article 52.- Determination of prices

Where there is neither agreement on goods price or on the price-determining method nor other price indexes, the goods price shall be determined according to the price of such type of goods under similar conditions on mode of goods delivery, time of goods purchase and sale, geographical market, payment mode and other conditions which affect the prices.

Article 53.- Pricing by weight

Unless otherwise agreed, if the goods price is determined according to the weight of the goods, such weight must be net weight.

Article 54.- Place of payment

Where there is no agreement on specific place of payment, the purchaser must pay to the seller at one of the following places:

1. The seller's place of business, which is identified at the time of entering into the contract; or the seller's place of residence where the seller has no place of business.

2. The place where the goods or documents are delivered, if the payment is made concurrently with the delivery of goods or documents.

Article 55.- Time limit for payment

Unless otherwise agreed, the time limit for payment is provided for as follows:

1. The purchaser must make payment to the seller at the time the seller delivers the goods or the goods-related documents.

2. The purchaser is not obliged to make payment until the goods examination can be completed in cases where an agreement is reached according to the provisions of Article 44 of this Law.

Article 56.- Receipt of goods

The purchaser is obliged to receive the goods as agreed upon and do appropriate things to help the seller deliver the goods.

Article 57.- Pass of risks in cases where there is a fixed place of delivery of goods

Unless otherwise agreed, if the seller is obliged to deliver the goods to the purchaser at a particular place, the risk of goods loss or damage shall be passed to the purchaser as soon as the goods are delivered to the purchaser or the person authorized by the purchaser to receive the goods at such place, even in cases where the seller is authorized to retain the documents which establish the ownership rights over the goods.

Article 58.- Pass of risks in cases where there is no fixed place of delivery of goods

Unless otherwise agreed, if the contract contains provisions on the goods transportation and the seller is not obliged to deliver the goods at a given place, the risk of goods loss or damage shall be passed to the purchaser as soon as the goods are delivered to the first carrier.

Article 59.- Pass of risks in cases where goods are handed over to a bailee that is not a carrier

Unless otherwise agreed, if the goods are being kept by a bailee that is not a carrier, the risks of goods loss or damage shall be passed to the purchaser in one of the following cases:

1. Upon receipt by the purchaser of documents of title to the goods;

2. Upon the confirmation by the bailee of the purchaser's right to possession of the goods.

Article 60.- Pass of risks in case of purchase and sale of goods in transportation

Unless otherwise agreed, if the subject matter of the contract is goods in transportation, the risk of goods loss or damage shall be passed to the purchaser as from the time the contract is entered into.

Article 61.- Pass of risks in other cases

Unless otherwise agreed, the pass of risks in other cases is provided for as follows:

1. For cases not specified in Articles 57, 58, 59 and 60 of this Law, the risk of goods loss or damage is to be passed to the purchaser as from the time the goods fall under the purchaser's right of disposal and the purchaser breaches the contract by rejecting the goods.

2. Risk of goods loss or damage is not to be passed to the purchaser if the goods are neither clearly identified by their signs, codes or bills of transportation, nor notified to the purchaser, nor identified by any means.

Article 62.- Time of transferring ownership of goods

Unless otherwise provided for by law or agreed upon by the parties, ownership of goods shall be passed from the seller to the purchaser as from the time of handover of the goods.

Section 3. PURCHASE AND SALE OF GOODS THROUGH THE GOODS EXCHANGE

Article 63.- Purchase and sale of goods though the Goods Exchange

1. Purchase and sale of goods through the Goods Exchange mean commercial activities whereby the parties agree to purchase and sell a defined quantity of goods of a defined type through the Goods Exchange under the standards of the Goods Exchange, at a price agreed upon at the time the contract is entered into, and with the time of goods delivery determined to be a specific point of time in the future.

2. The Government shall specify activities of purchase and sale of goods through the Goods Exchange.

Article 64.- Contracts for purchase and sale of goods through the Goods Exchange

1. Contracts for purchase and sale of goods through the Goods Exchange include forward contracts and option contracts.

2. Forward contract means an agreement whereby the seller undertakes to deliver and the purchaser undertakes to receive the goods at a specific point of time in the future under the contract.

3. Call option or put option contract means an agreement whereby the purchaser has the right to purchase or sell a specific goods at a pre-fixed price level (hereinafter called executed price) and must pay a certain sum of money to buy this right (hereinafter called option money). The option purchaser may opt to effect or not to effect such purchase or sale of goods.

Article 65.- Rights and obligations of parties to forward contracts

1. Where the seller delivers the goods under the contract, the purchaser is obliged to receive the goods and pay for them.

2. Where the parties agree that the purchaser may make cash payment and reject the goods, the purchaser shall have to pay to the seller a sum of money equal to the difference between the price agreed upon in the contract and the market price announced by the Goods Exchange at the time the contract is performed.

3. Where the parties agree that the purchaser may make cash payment and refuse to deliver the goods, the seller shall have to pay to the purchaser a sum of money equal to the difference between the market price announced by the Goods Exchange at the time the contract is performed and the price agreed upon in the contract.

 

Article 66.-Rights and obligations of parties to option contracts

1. The call option or put option purchaser shall have to pay for option purchase in order to become call option or put option holder. The sum of money to be paid for option purchase shall be agreed upon by the parties.

2. The call option holder has the right to purchase but is not obliged to purchase goods ascertained in the contract. Where the call option holder decides to perform the contract, the seller shall be obliged to sell goods to the call option holder. The seller that has no goods to deliver shall have to pay to the call option holder a sum of money equal to the difference between the price agreed upon in the contract and the market price announced by the Goods Exchange at the time the contract is performed.

3. The put option holder has the right to sell but is not obliged to sell goods ascertained in the contract. Where the put option holder decides to perform the contract, the purchaser shall be obliged to purchase goods from the put option holder. Where the purchaser does not purchase goods, it shall have to pay to the put option holder a sum of money equal to the difference between the market price announced by the Goods Exchange at the time the contract is performed and the price agreed upon in the contract.

4. Where the call option or put option holder decides not to perform the contract within the valid duration of the contract, the contract shall automatically be invalidated.

Article 67.- The Goods Exchange

1. The Goods Exchange has the following functions:

a/ Providing the material - technical conditions necessary for transactions of purchasing or selling goods;

b/ Running trading operations;

c/ Listing specific prices formed at the Goods Exchange at each specific time.

2. The Government shall specify the conditions for the establishment of the Goods Exchange, the powers and tasks of the Goods Exchange, and the approval of the operation charter of the Goods Exchange.

Article 68.- Goods traded at the Goods Exchange

The list of goods traded at the Goods Exchange shall be promulgated by the Trade Minister.

 

Article 69.-Brokers for purchase and sale of goods through the Goods Exchange

1. Brokers for purchase and sale of goods through the Goods Exchange shall be allowed to operate at the Goods Exchange only when they fully satisfy the conditions provided for by law. The Government shall specify the conditions for operation of brokers for the purchase and sale of goods through the Goods Exchange.

2. Brokers for purchase and sale of goods through the Goods Exchange shall be allowed to conduct only activities of brokerage for purchase and sale of goods through the Goods Exchange and must not be a party to a contract for purchase and sale of goods through the Goods Exchange.

3. Brokers for purchase and sale of goods through the Goods Exchange shall be obliged to deposit money at the Goods Exchange to secure the performance of their obligations arising in the course of goods purchase and sale brokerage activities. The deposit level shall be set by the Goods Exchange.

Article 70.- Prohibited acts of brokers for purchase and sale of goods through the Goods Exchange

1. Enticing customers to enter into contracts by promising to compensate the whole or part of loss incurred or to guarantee profits for them.

2. Offering or conducting brokerage for goods without entering into contracts with customers.

3. Using sham prices or other fraudulent measures in the course of brokerage.

4. Refusing or unreasonably delaying the brokerage for contracts in accordance with contents agreed upon with customers.

5. Other prohibited acts specified in Clause 2, Article 71 of this Law.

Article 71.- Prohibited acts in activities of purchase and sale of goods through the Goods Exchange

1. Staff members of the Goods Exchange shall not be allowed to conduct the brokerage for, purchase or sale of goods through the Goods Exchange.

2. Parties involved in the purchase and sale of goods through the Goods Exchange must not conduct the following acts:

a/ Committing fraudulences or deceits about volumes of goods in forward or option contracts which are transacted or may be transacted, and fraudulences and deceits about real prices of goods in forward or option contracts;

b/ Supplying false information on transactions, the market or prices of goods purchased or sold through the Goods Exchange;

c/ Applying illegal measures to cause disorder of the goods market at the Goods Exchange;

d/ Committing other prohibited acts provided for by law.

Article 72.- Application of management measures in emergency cases

1. Emergency cases mean circumstances where the disorder of the goods market occurs, making transactions through the Goods Exchange unable to accurately reflect the goods supply and demand relation.

2. In emergency cases, the Trade Minister shall be entitled to apply the following measures:

a/ Temporarily suspending transactions through the Goods Exchange;

b/ Limiting transactions within a price bracket or a specific quantity of goods;

c/ Changing the schedule of transactions;

d/ Adjusting the operation charter of the Goods Exchange;

e/ Other necessary measures as provided for by the Government.

 

Article 73.- Right to conduct the purchase and sale of goods through overseas Goods Exchanges

Vietnamese traders are entitled to conduct purchase and sale of goods through overseas Goods Exchanges according to regulations of the Government.

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